Grant E. Belanger
About Grant E. Belanger
Grant E. Belanger (age 64) has served as an independent director of Universal Logistics Holdings (ULH) since 2016. He is principal of G. Belanger Consultants LLC and retired from Ford Motor Company in 2015 after 30 years, including as Executive Director of Material Planning & Logistics; he previously served on the board of Ford Otosan, a publicly traded Ford/Koc joint venture in Turkey . At ULH, he currently serves on the Audit Committee and is the Board representative to the ESG Committee; the Board classifies him as independent under NASDAQ standards .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Ford Motor Company | Executive Director, Material Planning & Logistics; various management roles | ~1985–2015 | OEM supply chain leadership; deep logistics/manufacturing expertise |
| Ford Otosan (Turkey) | Director (prior) | Not disclosed | Public JV governance exposure, auto OEM interfaces |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| G. Belanger Consultants LLC | Principal | Current | Management consulting in transportation/logistics |
Board Governance
- Independence: ULH is a NASDAQ “controlled company” (Moroun family trusts >50% voting power), but the Board determined seven directors, including Belanger, are independent under NASDAQ standards .
- Committees: Audit Committee member; designated Audit Committee “financial expert” by the Board. Board-appointed representative to the internal ESG Committee .
- Meeting cadence and attendance: Board held 4 meetings in 2024; all incumbent directors attended at least 75% of Board and respective committee meetings; Audit Committee met 8 times; ESG Committee met 4 times .
- Compensation Committee structure: As a controlled company, the Compensation Committee comprises the Chair (Matthew T. Moroun) and CEO (Tim Phillips), operates without a charter, and did not use consultants—an investor governance consideration Belanger must navigate from the Audit/ESG vantage points .
Fixed Compensation
| Component | Detail | 2024 Amount (Belanger) |
|---|---|---|
| Annual director retainer | Non‑employee directors paid annual retainer | $50,000; up to $15,000 could be elected in stock |
| Committee fees | Audit Committee member fee | +$5,000 |
| ESG Board representative fee | Board representative to ESG Committee | +$10,000 |
| Cash + Stock paid | Cash portion and stock election | $50,032 cash; $14,968 stock (based on $45.22 grant-date price on May 6, 2024) |
| Total | Sum of cash + stock | $65,000 |
Compensation program features:
- Chair retainer is $100,000; Audit Chair receives +$15,000; other Audit members +$5,000; ESG Board representative +$10,000; directors can elect up to $15,000 of the retainer in stock, paid annually; expenses reimbursed; no meeting fees disclosed .
Performance Compensation
- Director pay is retainer-based and not performance-conditioned; no options/PSUs disclosed for directors in 2024 .
- Company-level pay-versus-performance context informing Board oversight:
- Most-important performance measures used by ULH for executive compensation: Operating Margin, Revenue Growth, EBITDA Margin .
- 2024 performance summary:
| Metric | 2020 | 2021 | 2022 | 2023 | 2024 |
|---|---|---|---|---|---|
| Net Income ($) | 48,132,000 | 73,733,000 | 168,632,000 | 92,901,000 | 129,907,000 |
| Operating Margin (%) | 5.8% | 5.9% | 11.9% | 8.8% | 11.0% |
| ULH TSR (Indexed to 100) | 110 | 103 | 185 | 157 | 260 |
| Peer Index TSR (Nasdaq Transportation Index, Indexed to 100) | 106 | 120 | 98 | 131 | 134 |
Other Directorships & Interlocks
| Company | Public/Private | Role | Overlap/Interlock Risk |
|---|---|---|---|
| Ford Otosan (Turkey) | Public | Director (prior) | Auto OEM ecosystem; no ULH-related transactions disclosed |
Expertise & Qualifications
- Logistics and manufacturing operations leader; OEM material planning and logistics at scale .
- Audit Committee “financial expert” designation; strong finance/process oversight credentials .
- ESG engagement as Board representative; health/safety and regulatory alignment oversight .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Shares Outstanding | Basis/Date |
|---|---|---|---|
| Grant E. Belanger | 1,019 | <1% | Beneficial ownership table as of Mar 7, 2025 |
Insider transactions (Form 4):
| Transaction Date | Type | Shares | Price | Post-Transaction Ownership | Source |
|---|---|---|---|---|---|
| 2024-05-06 | Award (stock) | 331 | $45.22 | 1,019 | |
| 2025-05-05 | Award (stock) | 667 | $22.47 | 1,686 |
Policies and alignment signals:
- ULH prohibits hedging/monetization transactions without CFO pre-approval and requires pre‑trade notice by directors; no pledging disclosure for Belanger in proxy .
- Section 16(a) compliance: company states all 2023 reports were timely filed for covered insiders .
Governance Assessment
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Strengths:
- Independent director with OEM logistics depth; Audit financial expert status; active ESG oversight .
- Solid attendance standards; Audit Committee met 8x in 2024; Board met 4x .
- Director compensation modest and partly in stock, indicating alignment; Belanger elected stock portion of retainer .
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Concerns/RED FLAGS (company-level context affecting board effectiveness):
- Controlled company status concentrates influence; Compensation Committee consists of Chair and CEO, operates without a charter, and did not retain independent consultants—potential misalignment risk the Audit/ESG roles must counterbalance .
- Extensive related-party transactions with Moroun affiliates (services, leases, insurance, equipment purchases)—Audit Committee oversight is critical; no Belanger-specific conflicts disclosed, but system-wide exposure is material ($85.4m insurance; $19.7m related-party rent; $13.7m terminal services in 2024) .
- Legal framework shifting: Board-led proposal to convert ULH from Michigan to Nevada increases director/officer liability protections and introduces higher thresholds for director removal (75% vote) and broader fiduciary discretion—implications for shareholder rights and litigation venues; Belanger remains an Audit/ESG gatekeeper within a more protective regime .
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Shareholder feedback:
- Say‑on‑pay approval was strong (>98% approval at 2023 meeting; next vote in 2026), suggesting investor confidence in compensation oversight, though committee independence remains an area to monitor .
Overall: Belanger’s audit expertise and OEM logistics background support board oversight of ULH’s complex related‑party ecosystem and operational risk profile. His independence, committee engagement (Audit, ESG), and equity retainer election are positive alignment signals; the controlled-company governance and Nevada conversion heighten the importance of independent directors’ rigor in safeguarding minority shareholder interests .